UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 20)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B common stock (“Class B Shares”) of Berkshire Hathaway Inc. (the “Issuer”) beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates, as Co-Trustees of the Trust. 

 

(2) Based on 1,289,055,322 Class B Shares of the Issuer outstanding as of October 27, 2016, as reported on the Issuer’s Form 10-Q filed on November 4, 2016.

 

2

 

 

(1) William H. Gates III beneficially owns 300 shares of Berkshire Hathaway Inc. (the “Issuer”) Class A common stock (“Class A Shares”) directly and an additional 4,050 Class A Shares through Cascade Investment, L.L.C. (“Cascade”), a limited liability company solely owned by Mr. Gates.  Each Class A Share is convertible, at the option of the holder, into 1,500 shares of the Issuer’s Class B common stock (“Class B Shares”).  The number of Class B Shares shown above assumes the conversion of the 300 Class A Shares held directly by Mr. Gates into 450,000 Class B Shares and the conversion of the 4,050 Class A Shares held by Cascade into 6,075,000 Class B Shares.

 

(2) Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 68,705,171 Class B Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B Shares beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates, as Co-Trustees of the Trust.

 

(3) Based on an outstanding shares calculation equal to the sum of (i) 1,289,055,322 Class B Shares outstanding as of October 27, 2016, as reported on the Issuer’s Form 10-Q filed on November 4, 2016, and (ii) 6,525,000, which is the number of Class B Shares into which all Class A Shares held by Cascade and by Mr. Gates may be converted.

 

3

 

 

(1) Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 68,705,171 shares of Class B common stock (“Class B Shares”) of Berkshire Hathaway Inc. (the “Issuer”).  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B Shares beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates, as Co-Trustees of the Trust.

 

(2) Based on 1,289,055,322 Class B Shares of the Issuer outstanding as of October 27, 2016, as reported on the Issuer’s Form 10-Q filed on November 4, 2016.

 

4

 

EXPLANATORY STATEMENT

 

This Amendment No. 20 to Schedule 13D (“Amendment”) relates to the Class B common stock, $0.0033 Par Value (“Class B Shares”) of Berkshire Hathaway Inc. (the “Issuer”).  Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (collectively, the “Reporting Persons”) jointly file this Amendment to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on August 24, 2006, as amended on July 17, 2007, March 20, 2008, July 3, 2008, March 6, 2009, July 2, 2009, March 2, 2010, March 19, 2010, July 2, 2010, November 12, 2010, March 18, 2011, July 7, 2011, January 13, 2012, July 6, 2012, November 19, 2012, March 28, 2013, July 10, 2013, December 13, 2013, January, 15, 2014, and April 3, 2015. This Amendment is being filed to disclose the entry of the Reporting Persons into a Rule 10b5-1(c) sales plan with respect to the Trust’s holdings in the Issuer.

 

Item 3.                    Source and Amount of Funds or Other Consideration

 

Since its last Schedule 13D amendment, the Trust has received two gifts of Class B Shares from Warren E. Buffett:

 

·         15,756,234 Class B Shares on July 6, 2015.  The closing price per share of Class B Shares on July 6, 2015 was $136.89.

 

·         14,968,423 Class B Shares on July 13, 2016.  The closing price per share of Class B Shares on July 13, 2016 was $145.93.

 

Item 4.                    Purpose of Transaction

 

On January 12, 2017, the Reporting Persons entered into a Rule 10b5-1(c) sales plan with respect to the Trust’s holdings in the Issuer.  The sales plan will take effect upon expiration of the current Rule 10b5-1(c) sales plan.  The current sales plan has been in existence since 2014 and expires on June 30, 2017.  The sales plan facilitates the Trust’s compliance with federal excise tax rules limiting excess business holdings by private foundations.

 

Pursuant to the sales plan, the Trust will sell 60,000,000 Class B Shares of the Issuer over a three year period, commencing July 1, 2017 and ending June 30, 2020.  The Trust may terminate the sales plan at any time.  Sales under the plan will be disclosed as required by applicable law in public filings with the Securities and Exchange Commission, including any required amendments to this Schedule 13D. The form of the sales plan is set forth in Exhibit 99.1 to this Amendment No. 20.

 

Item 5.                    Interest in Securities of the Issuer.

 

(a)           See Items 11 and 13 of the cover pages to this Amendment for the aggregate number and percentage of Class B Shares beneficially owned by each of the Reporting Persons.

 

(b)           See Items 7 through 10 of the cover pages to this Amendment for the number of Class B Shares beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)           During the period November 14, 2016 through January 12, 2017, the Trust sold 3,267,000 Class B Shares, as set forth in Exhibit 99.2 hereto, pursuant to the Trust’s Rule 10b5-1 sales plan.  The sales were made to facilitate compliance with federal excise tax rules limiting excess business holdings by private foundations.

 

(d)           None.

 

(e)           Not applicable.

 

Item 7.                    Material to be Filed as Exhibits

 

Exhibit 99.1	Form of Rule 10b5-1(c) sales plan (the Exhibit thereto to be furnished to the Securities and Exchange Commission upon request)
Exhibit 99.2	Sale transactions during the period November 14, 2016 through January12, 2017

 

5

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:   January 17, 2017

 

	BILL & MELINDA GATES FOUNDATION TRUST(1)
	By:	*
		Name:	Alan Heuberger(2)
		Title:	Attorney-in-fact for each of the Co- Trustees, William H. Gates III and Melinda French Gates
	WILLIAM H. GATES III(1)
	By:	*
		Name:	Alan Heuberger(2)(3)
		Title:	Attorney-in-fact
	MELINDA FRENCH GATES(1)
	By:	*
		Name:	Alan Heuberger(2)
		Title:	Attorney-in-fact
	*By:	/s/ Alan Heuberger
		Alan Heuberger

 

(1)This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated August 24, 2006 and included with the signature page to the Reporting Persons’ Schedule 13D with respect to the Issuer filed on August 24, 2006, SEC File No. 005-55113, and incorporated by reference herein.

 

(2)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to Cascade’s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431 and incorporated by reference herein.

 

(3)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 

6

Exhibit 99.1

 

Form of Rule 10b5-1(c) Sales Plan for Bill & Melinda Gates Foundation Trust

 

The Bill & Melinda Gates Foundation Trust (the “Trust”) and William H. Gates Ill and Melinda French Gates, its Co-Trustees (the “Trustees”), in order to comply with the private foundation excise tax rules limiting excess business holdings, hereby establish this Sales Plan (the “Plan”) to meet the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Act”).  The Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c) of the Act.

 

The Trust hereby instructs Broker to execute the following transactions:

 

I.                                        During each calendar quarter Broker will sell at the then prevailing market price, or such other price as may be determined in a third-party, arm’s length transaction, Berkshire Hathaway Inc. (“Berkshire”) Class B shares owned by the Trust according to the schedule set forth in Exhibit A hereto.

 

With respect to each sale under the Plan, Broker agrees to seek to obtain best execution and most advantageous terms available given the facts and circumstances and the prevailing market conditions.  Sales may be made on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.  Insofar as Broker deems practicable, sales per trading week will be roughly in identical amounts.  If Berkshire effects a stock split, stock dividend payable in shares, combination of shares, recapitalization or reclassification prior to the expiration or termination of the Plan, appropriate adjustment shall be made to the number of shares to be sold pursuant to the Plan.

 

II.                                   The Plan shall end on the date that is the earliest of:

 

·                                          June 30, 2020;

 

·                                          completion of all sales under the Plan;

 

·                                          the public announcement by Berkshire of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the shares of Berkshire into shares of a company other than Berkshire; and

 

·                                          the date of any bankruptcy or insolvency of Broker.

 

The Trust shall immediately notify Broker of any of the first three termination events and Broker shall immediately notify the Trust of the last termination event.  Broker shall not be obligated to terminate sales until so notified.  Notwithstanding the foregoing provisions of this Paragraph II, the Trust may terminate the Plan at any time upon written notice as provided in Paragraph IV and Broker may terminate the Plan by giving the Trust 90 days prior written notice of termination.

 

III.                              Broker may suspend sales for, and may take into account for the timing of sales, any of the following reasons:

 

·                  market disruption;

 

·                  insufficient demand for the shares; or

 

·                  legal, regulatory or contractual restrictions.

 

 

Broker will resume sales under the Plan after the condition causing the suspension of sales has been resolved to the satisfaction of Broker.  Shares not sold in any given quarter shall be rolled to the next quarter until all shares to be sold under the Plan have been sold or the Plan otherwise terminates or expires.

 

IV.                               The Plan may not be modified or amended, but the Trust may terminate the Plan at any time upon written notice to Broker.

 

V.                                    Any person executing transactions under the Plan may not deviate from the Plan instructions; and no transaction under the Plan may be made by a person who, at the time of the scheduled transaction, is aware of any material nonpublic information concerning Berkshire or any securities of Berkshire.

 

VI.                               Each of the Trustees hereby represents warrants and covenants as to itself and as to the Trust:

 

(1)                                 As of the date of such Trustee’s adoption of the Plan (as reflected on the signature page below), neither such Trustee nor the Trust is aware of any material nonpublic information concerning Berkshire or any securities of Berkshire.

 

(2)                                 Such Trustee and the Trust are entering into the Plan in good faith and not as part of a plan or scheme to evade federal or state securities laws.

 

(3)                                 While the Plan is in effect, neither such Trustee nor the Trust will enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by the Plan.

 

(4)                                 Neither such Trustee nor the Trust will alter or deviate from the terms of the Plan.

 

(5)                                 Neither such Trustee nor the Trust will, directly or indirectly, communicate any nonpublic information concerning Berkshire or any securities of Berkshire, to any broker, dealer, financial advisor, or any other third party who is involved, directly or indirectly, in executing the Plan at any time while the Plan is in effect.

 

(6)                                 The Trust will timely make all filings, if any, required under Section 13(d) of the Act.

 

(7)                                 Neither such Trustee nor the Trust has, and shall not attempt to exercise, any influence over how, when or whether to execute the securities transactions in the Plan, except that the Trust may terminate the Plan at any time pursuant to Paragraph IV.

 

VII.                          The Plan is intended to be a legally binding agreement and is to be governed by and construed in accordance with the internal laws of the State of Washington.

 

VIII.                     Any dispute or controversy between the Trust, and/or its Trustees, on the one hand, and Broker, on the other hand, arising out of or relating to or in connection with the Plan or any transaction relating to the Plan shall be settled by final and binding arbitration to be held in Seattle Washington in accordance with the rules of the American Arbitration Association (the “AAA”) then in effect.  There shall be a single arbitrator, who shall be selected by mutual agreement of the parties, or if the parties are unable to agree, by the AAA.  The decision of the arbitrator shall be final, conclusive and binding on the parties and not subject to appeal.  Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.  The Trust and the Broker shall each pay one half of the costs and expense of any arbitration and each will separately pay their own counsel fees and expenses

 

[signatures on the next page]

 

 

[Sales Plan for Bill & Melinda Gates Foundation Trust]

 

BILL & MELINDA GATES FOUNDATION TRUST
William H. Gates Ill, Co-Trustee
Date:
Melinda French Gates, Co-Trustee
Date:
Acknowledged and agreed:
BROKER
By:
Title:
Date:

 

Exhibit 99.2

 

Sale transactions during the period November 14, 2016 through January 12, 2017

 

The table below specifies the date, quantity, weighted-average sale price and range of price per share of Class B common stock of Berkshire Hathaway Inc. sold by Bill & Melinda Gates Foundation Trust (the “Trust”) during the period November 14, 2016 through January 12, 2017.  The Trust undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price.  All of the transactions were effected on the New York Stock Exchange or through Electronic Communication Networks.

 

Date of Transaction		Number of Shares of Common Stock Sold		Weighted-Average Price Paid Per Share ($)		Range of Price Paid Per Share ($)
1/12/2017		71,687.00		161.0074		$160.35 - $161.34
1/12/2017		8,913.00		161.6220		$161.35 - $162.09
1/11/2017		77,252.00		161.7012		$161.04 - $162.05
1/11/2017		3,348.00		162.1520		$162.06 - $162.41
1/10/2017		77,578.00		161.9557		$161.45 - $162.44
1/10/2017		3,022.00		162.5848		$162.47 - $162.71
1/9/2017		80,600.00		162.4707		$162.13 - $163.12
1/6/2017		80,400.00		163.4124		$162.76 - $163.75
1/6/2017		200.00		163.7750		$163.77 - $163.78
1/5/2017		64,748.00		162.9340		$162.2 - $163.19
1/5/2017		15,852.00		163.3163		$163.2 - $163.91
1/4/2017		68,672.00		163.5360		$163.02 - $164.01
1/4/2017		11,928.00		164.1120		$164.02 - $164.56
1/3/2017		66,523.00		162.9858		$162.48 - $163.47
1/3/2017		13,877.00		163.7435		$163.48 - $164.47
1/3/2017		200.00		164.5450		$164.53 - $164.56
12/30/2016		84,600.00		163.1059		$162.66 - $163.54
12/29/2016		69,942.00		163.3333		$163.01 - $164
12/29/2016		9,358.00		164.1624		$164.01 - $164.47
12/28/2016		77,942.00		164.3977		$164.2919 - $165.23
12/28/2016		1,358.00		165.4634		$165.37 - $165.59
12/27/2016		79,300.00		165.1593		$164.82 - $165.75
12/23/2016		79,200.00		165.1064		$164.78 - $165.76
12/23/2016		100.00		165.7900		$165.79 - $165.79
12/22/2016		72,712.00		165.7071		$164.92 - $165.91
12/22/2016		6,588.00		165.9688		$165.92 - $166.06
12/21/2016		75,295.00		166.1832		$165.56 - $166.55

 

 

12/21/2016		4,005.00		166.6007		$166.56 - $166.66
12/20/2016		79,300.00		165.9713		$165.44 - $166.41
12/19/2016		78,900.00		165.0308		$164.53 - $165.52
12/19/2016		400.00		165.5600		$165.53 - $165.59
12/16/2016		76,343.00		164.7973		$164.36 - $165.35
12/16/2016		2,957.00		165.5196		$165.36 - $165.94
12/15/2016		27,268.00		165.7046		$164.87 - $165.86
12/15/2016		51,484.00		166.3030		$165.87 - $166.86
12/15/2016		548.00		166.9502		$166.89 - $167
12/14/2016		27,609.00		165.1711		$164.6 - $165.56
12/14/2016		43,637.00		166.1338		$165.61 - $166.59
12/14/2016		8,054.00		166.8697		$166.6 - $167.21
12/13/2016		58,800.00		166.1926		$165.47 - $166.46
12/13/2016		20,500.00		166.6067		$166.47 - $166.99
12/12/2016		2,120.00		164.9160		$164.39 - $165.38
12/12/2016		65,547.00		166.1059		$165.39 - $166.38
12/12/2016		11,633.00		166.4508		$166.39 - $166.61
12/9/2016		37,845.00		163.7350		$163.11 - $164.1
12/9/2016		40,644.00		164.5764		$164.11 - $165.1
12/9/2016		811.00		165.1338		$165.11 - $165.16
12/8/2016		66,287.00		164.1318		$163.55 - $164.54
12/8/2016		11,003.00		164.9601		$164.55 - $165.54
12/8/2016		2,010.00		165.6905		$165.57 - $165.95
12/7/2016		19,798.00		162.1376		$161.45 - $162.44
12/7/2016		23,597.00		162.8467		$162.45 - $163.4
12/7/2016		32,492.00		163.9628		$163.48 - $164.43
12/7/2016		3,413.00		164.5019		$164.45 - $164.58
12/6/2016		30,007.00		160.3694		$159.94 - $160.93
12/6/2016		49,293.00		161.2394		$160.94 - $161.48
12/5/2016		77,483.00		159.8352		$159.3 - $160.295
12/5/2016		1,817.00		160.4085		$160.3 - $160.49
12/2/2016		78,900.00		159.2550		$158.71 - $159.7
12/2/2016		400.00		159.9700		$159.9 - $160
12/1/2016		11,101.00		157.8931		$157.56 - $158.55
12/1/2016		13,341.00		159.2551		$158.56 - $159.55
12/1/2016		54,858.00		159.8970		$159.56 - $160.19
11/30/2016		71,645.00		158.0329		$157.52 - $158.515
11/30/2016		7,655.00		158.5851		$158.52 - $158.72
11/29/2016		73,365.00		157.5280		$156.845 - $157.84

 

 

11/29/2016		5,935.00		157.8832		$157.85 - $157.98
11/28/2016		64,844.00		157.4406		$156.93 - $157.92
11/28/2016		14,456.00		158.1604		$157.93 - $158.45
11/25/2016		79,300.00		157.9764		$157.65 - $158.52
11/23/2016		73,820.00		157.9281		$157.41 - $158.4
11/23/2016		5,480.00		158.5812		$158.41 - $159
11/22/2016		72,375.00		158.4053		$157.835 - $158.79
11/22/2016		6,925.00		158.9783		$158.85 - $159.07
11/21/2016		66,723.00		158.1381		$157.44 - $158.43
11/21/2016		12,577.00		158.5111		$158.44 - $158.65
11/18/2016		79,300.00		157.7814		$157.44 - $158.31
11/17/2016		5,019.00		156.8023		$156.34 - $157.28
11/17/2016		51,502.00		158.0330		$157.45 - $158.33
11/17/2016		22,779.00		158.4491		$158.34 - $158.65
11/16/2016		45,950.00		156.6551		$156.05 - $157.045
11/16/2016		33,350.00		157.3202		$157.05 - $157.58
11/15/2016		65,411.00		156.6546		$156.15 - $157.145
11/15/2016		13,889.00		157.2205		$157.15 - $157.72
11/14/2016		49,309.00		157.2724		$156.57 - $157.56
11/14/2016		29,991.00		157.8248		$157.57 - $158.15